AFRICAN CONSOLIDATED RESOURCES PLC Placing and Admission to AIM Directors, Secretary and Advisers Solicitors to the Nominated Adviser and Broker Directors Hunton & Williams Ian Charles Fisher, Executive Chairman 30 St. Mary Axe Andrew Noel Cranswick, Chief Executive Officer London EC3A 8EP Roy Clifford Tucker, Group Finance Director Herbert Stuart Bottomley, Non-Executive Director Auditors and Reporting Accountant Michael Wallis Kellow, Technical Director to the Company BDO Stoy Hayward LLP Company Secretary 8 Baker Street Roy Tucker London W1U 3LL Registered Office Registrars Nettlestead Place Capita Registrars Nettlestead Northern House Maidstone Woodsome Park Kent ME18 5HA Fenay Bridge Huddersfield Nominated Adviser and Broker West Yorkshire HD8 0LA Williams de Broë Plc 6 Broadgate Competent Person London EC2M 2RP SRK Consulting (Zimbabwe) (Pvt) Limited 28 Kennedy Drive Solicitors to the Company Greendale (English law) Harare Charles Russell LLP P O Box GD 773 8-10 New Fetter Lane Zimbabwe London EC4A 1RS Public Relations Advisers to the Company Solicitor to the Company College Hill (Zimbabwe law) 78 Cannon Street Mark Stonier London 63 Central Avenue EC4N 6HH Harare Zimbabwe PROOF 6: DATED 26.05.06 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised under FSMA who specialises in advising on the acquisition of shares and other securities. This document, which constitutes an AIM admission document, has been drawn up in accordance with the AIM Rules. Ordinary Shares must not and will not be offered to the public in the United Kingdom (within the meaning of section 102B of FSMA, as amended) save in circumstances where it is lawful to do so without an approved prospectus (within the meaning of section 85 of FSMA) being made available to the public before the offer is made. Accordingly, this document does not constitute a prospectus as defined in the AIM Rules. The Company and the Directors, whose names appear inside the front cover of this document, accept individual and collective responsibility for the information contained in this document and for compliance with the AIM Rules. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and makes no omission likely to affect the import of such information. Application has been made for the whole of the ordinary share capital of the Company in issue immediately following the Placing to be admitted to trading on AIM, a market operated by London Stock Exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. The AIM Rules are less demanding than those of the Official List. It is emphasised that no application is being made for admission of the Ordinary Shares to trading on the Official List. Neither the UKLA, the FSA, nor London Stock Exchange has examined or approved the contents of this document. The existing Ordinary Shares are not traded on any recognised investment exchanges and, apart from the application for Admission, no such other applications have been made or are intended to be made. It is expected that Admission will become effective and dealings in the Ordinary Shares will commence on AIM on 30 June 2006. The whole of this document should be read. An investment in the Company involves a significant degree of risk, may result in the loss of the entire investment and may not be suitable for all recipients of this document. African Consolidated Resources plc (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 05414325) Placing of 33,333,333 Ordinary Shares of 1p each at a price of 12p per share and admission to trading on AIM Nominated Adviser and Broker Williams de Broë Plc Share Capital immediately following Admission Authorised Issued and fully paid Number Amount Number Amount 1,000,000,000 £10,000,000 Ordinary Shares of 1p each 189,065,527 £1,890,655.27 The Placing is conditional, inter alia, on Admission taking place on or before 8.00 a.m. on 30 June 2006 (or such later date and time being not later than 8.00 a.m., on 31 July 2006, as the Company and Williams de Broë may agree). All the Ordinary Shares will, on Admission rank pari passu in all respects and will rank in full for all dividends and other distributions declared, paid or made in respect of the Ordinary Shares after Admission. This document does not constitute an offer to sell, or the solicitation of an offer to buy, shares in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into the United States, Canada, Australia, Japan, the Republic of Ireland or South Africa or any national, resident or citizen of such jurisdictions. The distribution of this document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Ordinary Shares have not been, and will not be, registered under the US Securities Act or under any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S promulgated under the US Securities Act). The Ordinary Shares are being offered only to non-US persons outside the United States in transactions exempt from the registration requirements of the US Securities Act in reliance on Regulation S. Purchasers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States or to, or for the account or benefit or, US persons (other than distributors) unless such offer, sale, pledge or transfer is registered under the US Securities Act or an exemption from registration is available. The Ordinary Shares have not been and will not be registered under the securities legislation of any province or territory of Canada, Australia, Republic of Ireland, South Africa or Japan. Accordingly, the Ordinary Shares may not, subject to certain exceptions, be offered, or sold directly or indirectly, in or into Canada, Australia, Republic of Ireland, South Africa or Japan or to any national, citizen or resident of Canada, Australia or Japan. Williams de Broë has been appointed as Nominated adviser and Broker to the Company. Williams de Broë, which is authorised and regulated in the United Kingdom by the FSA, is acting solely as Nominated Adviser and Broker to the Company for the purposes of the AIM Rules in connection with the Placing and Admission and is not acting for and will not be responsible to any other person other than the Company for providing the protections afforded to customers of Williams de Broë or for advising any other person on the contents of this document or any transaction or arrangement referred to in this document. Williams de Broë’s responsibilities as the Nominated Adviser to the Company are solely owed to the London Stock Exchange. In accordance with the AIM Rules, Williams de Broë has confirmed to London Stock Exchange that it has satisfied itself that the Directors have received advice and guidance as to the nature of their responsibilities and obligations to ensure compliance by the Company with the AIM Rules and that, to the best of its knowledge and belief, all relevant requirements of the AIM Rules have been complied with. No representation or warranty, express or implied, is made by Williams de Broë as to any of the contents of this document, for which the Company and the Directors are solely responsible. Williams de Broë has not authorised the contents of, or any part of, this document and (without limiting the statutory rights of any person to whom this document is issued) no liability whatsoever is accepted by Williams de Broë for the accuracy of any information or opinions contained in this document or for the omission of any material information for which the Company and the Directors are solely responsible. Copies of this document will be available free of charge during normal business hours on any weekday (except Saturday, Sunday and public holidays) at the offices of Williams de Broë, 6 Broadgate, London EC2M 2RP from the date of this document for the period of one month from Admission. All statements, other than statements of historical fact, contained in this document constitute ‘‘forward-looking statements’’. In some cases, forward-looking statements can be identified by terms such as ‘‘may’’, ‘‘intend’’, ‘‘might’’, ‘‘will’’, ‘‘should’’, ‘‘could’’, ‘‘would’’, ‘‘believe’’, ‘‘anticipate’’, ‘‘expect’’, ‘‘estimate’’, ‘‘predict’’, ‘‘project’’, ‘‘potential’’, or the negative of these terms, and similar expressions. Such forward-looking statements are based on assumptions and estimates, and involve risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those ‘‘Risk Factors’’ set out in Part II of this document.